SEC trustees address bylaw changes
Perhaps the biggest question to come out of the Socorro Electric Cooperative annual meeting is how, and when, the resolution to reduce the number of members on the board of trustees from 11 to five will take effect. Member-owners voted 388-124 to pass the measure on April 17.
While most resolutions were to go into effect immediately, some of them may require time to implement — most notably the resolution that the co-op’s service area be divided into five equal districts and each district is to be represented by one trustee.
Because the annual meeting was conducted under Robert’s Rules of Order — which dictates that changes to the bylaws go into affect immediately upon approval — there was some question as to what method would be employed to reduce the number and the time frame in which it would take place.
At a special meeting of the board of trustees on Friday, April 23, SEC attorney Dennis Francish said reducing the number of board members would have to transpire over time because state law takes precedent over Robert’s Rules of Order.
“You cannot trump state law,” he said.
Francish said reduction of the board would have to be done by attrition.
“State law says incumbent trustees serve out their term,” he said, citing Article 8, Section 53-8-18 of state law. “There is no question in my mind about removing trustees immediately. They serve out their term.”
That means the board could remain intact for another two years and eight months.
The terms of six current board members — Leo Cordova of District 1, SEC President Paul Bustamante of District 2, Leroy Anaya and Milton Ulibarri of District 3 and David Wade of District 4 — expire at the end of 2012. Another position with a term expiring at that time is vacant following the resignation of District 3 trustee Manny Marquez a month ago.
The terms of Luis Aguilar, Prescilla Mauldin and Donald Wolberg, voted in last year in District 3, and Charlie Wagner, who won re-election in District 5, don’t expire until the end of 2013.
The attorney also had strong opinions about two other member-sponsored resolutions that passed having to do with open meetings (see accompanying story).
No Need to Rush
Wolberg, who made a set of proposals to the board at last Friday’s meeting, dropped a bit of a bombshell when he recommended that the entire board tender their resignations once elections were held in the newly defined districts.
After discussing the potential for lawsuits to arise before the transition takes place, Wolberg suggested a way to keep the matter out of court.
“I would urge the entire board to resign and we remove the potential for legal action,” he said.
Attorney Francish responded by saying there was no need to take such a drastic step.
“We have time to think about it,” he said, reiterating that the current trustees have the right to serve out their terms.
Discussion turned toward how the board would go about dividing districts.
Wagner noted that the SEC’s bylaws call for a survey committee to be appointed to recommend a method for developing new districts. He urged the board to get the process started and address the matter of having a third party administer the new voting procedures — another resolution passed by members — as soon as possible.
But Francish said there’s no need to rush.
“We need to recognize that 11 trustees were elected in districts that exist today,” he said. “Don’t jump ahead of the horse, because we don’t need them (new districts) yet.”
Accepting Change
The purpose of the special meeting was to discuss the resolutions approved by members six days earlier, all of which were member-sponsored and overwhelmingly passed.
SEC President Paul Bustamante said the special meeting had no specific agenda, but he allowed Wolberg to take the lead on what transpired.
Wolberg started by saying the trustees had a duty to accept the resolutions the members approved.
The members shot down every resolution proposed by the board, many of them directly opposed to those that were so overwhelmingly approved.
“At the annual meeting choices were clearly stated; there are no options. We have to abide by the resolutions that were passed,” he said. “We are responsible to the membership to state our support for each and every item that was voted in. We have no alternative.”
Wolberg first asked that the board be polled on each resolution, so all the trustees are on record accepting the action taken by member-owners. But the board ended up accepting them all by voice vote with no one saying “nay.”
Wolberg then proposed that any trustee that exceeds the $10,000 annual limit on expenses members imposed on trustees during the annual meeting would have to pay additional costs out of their own pocket.
The motion, seconded by Mauldin, passed, 9-1, with Wagner objecting.
“I’m opposed because of the resolution that was passed. I think that limits and puts a cap on what can be spent,” Wagner said. “It’s plain and simple — you can’t exceed $10,000.”
Wolberg then motioned that no trustee can represent the board without approval from the board — something Wagner has been accused of doing in recent months.
The vote passed by the same margin with Wagner again arguing that such a policy is already in place.
Wolberg’s last proposal was to have the $10,000 allocated annually to each trustee to cover expenses to be distributed in 12 equal installments and paid out at each monthly meeting.
Attorney Francish didn’t like that idea. He said dividing the compensation into parts could be construed as paying the trustees a salary — something he said was prohibited by state law.
After some discussion, the board voted to have Wolberg’s motion rescinded and no action was taken.
Meeting Tonight
There was also debate over whether the board should meet for a second time this month, since members voted to have the board reduce the number of regular meetings it holds per month from two to one.
In addition to last Friday’s special meeting, the board held a regular meeting on April 14 — three days before members voted for one meeting.
Bustamante ultimately decided there would be a second meeting this month, scheduled for today (April 28), at 7 p.m., in the SEC board room, 310 Abeyta St.
“We need time to organize,” he said.
Contact T.S. Last No Need to Rush Accepting Change Meeting Tonight T.S. Last